Voluntary Takeover Offer
Important notice
This FAQ is for information purposes only and does not constitute an offer to purchase or a solicitation to sell securities. The terms and conditions of the intended voluntary public takeover offer by Dai Nippon Printing Co., Ltd. (“DNP” or the “Bidder”) for shares in AUSTRIACARD HOLDINGS AG (“AUSTRIACARD” or the “Company”) will be governed exclusively by the formal offer document, once published. The offer document will be published only following review by the Austrian Takeover Commission and provided that publication is not prohibited.
Key process milestones and indicative timetable
The table below provides an indicative overview of the expected key process milestones based on the Austrian Takeover Act and the announcements made to date.
The final timetable will be set out in the formal offer document once published.
Milestone | Legal requirement / timing |
Announcement of intention to launch the offer | On 13 May 2026, DNP announced its intention to launch a voluntary public takeover offer in accordance with the Austrian Takeover Act. |
Submission of offer document to the Austrian Takeover Commission | The offer document must generally be submitted to the Austrian Takeover Commission within 10 exchange trading days after announcement of the intention to launch the offer, unless the statutory period is extended. |
Review and publication of offer document | Following submission, the Austrian Takeover Commission reviews the offer document. Unless publication is prohibited, the offer document is generally published no earlier than the 12th exchange trading day and no later than the 15th exchange trading day after submission to the Austrian Takeover Commission. |
Start and length of initial acceptance period | The initial acceptance period begins following publication of the offer document and must be at least four (4) weeks and not more than ten (10) weeks, unless extended in accordance with applicable rules. |
Publication of reasoned statements | The Management Board and Supervisory Board must publish their reasoned statements, together with the report of the independent expert, within ten (10) exchange trading days after publication of the offer document. |
End of initial acceptance period and publication of offer results | The initial acceptance period ends on the date specified in the offer document. The result of the offer must be published without delay following the end of the acceptance period. |
Additional acceptance period | For a voluntary public takeover offer subject to a minimum acceptance condition of 75%, an additional acceptance period of three (3) months applies if the minimum acceptance condition is met. |
Settlement | Settlement will occur only once the offer has become unconditional and all applicable offer conditions have been satisfied, including receipt of the required regulatory clearances. |
1) What has been announced?
- DNP has announced its intention to launch a voluntary public takeover offer aimed at acquiring control of AUSTRIACARD under the Austrian Takeover Act.
- The offer is expected to be made to all shareholders of AUSTRIACARD for all outstanding ordinary bearer shares of the Company.
2) Who is DNP?
- DNP is a Tokyo-headquartered global technology and manufacturing group founded in 1876 and listed on the Tokyo Stock Exchange under stock code 7912.
- DNP employs approximately 36,000 people globally and operates across printing, information security, smart cards, authentication, secure data solutions, packaging, electronics and related technology-enabled services.
- DNP and AUSTRIACARD share a long heritage in trusted printing and secure technology solutions, as well as a focus on innovation, customer trust and long-term value creation.
3) What is the offer price?
- DNP has announced an intended offer price of EUR 10.00 in cash per AUSTRIACARD share, on a cum-dividend basis.
- Based on AUSTRIACARD’s current share capital of 36,353,868 shares, this implies a value for the entire issued share capital of approximately EUR 364 million.
4) What does “cum dividend” mean in this context?
- “Cum dividend” means that the offer price already includes the economic value of any dividend or other distribution before settlement. Therefore, any dividend or other distribution paid or declared by AUSTRIACARD before settlement of the offer would be deducted from the EUR 10.00 offer price.
- For this reason, and as agreed in the memorandum of understanding with DNP, AUSTRIACARD currently does not intend to declare, propose or pay any dividend or other distribution before settlement of the offer, including the previously contemplated dividend of EUR 0.10 per share for the financial year 2025.
5) Is this considered a friendly takeover?
- Yes. AUSTRIACARD and DNP have entered into a memorandum of understanding setting out the strategic framework for the contemplated transaction and the parties’ intended cooperation following completion.
- The Management Board and Supervisory Board have approved the conclusion of the memorandum of understanding and welcome DNP’s intention to launch the offer, subject to their review of the offer document and the statutory reasoned-statement process.
6) Is the offer already open for acceptance?
- No. Based on the Austrian Takeover Act (Übernahmegesetz), which applies to this transaction, the acceptance period will begin after the publication of the offer document.
- The offer document must first be submitted to and reviewed by the Austrian Takeover Commission, the competent authority for this transaction. The detailed acceptance procedure will be set out in the offer document.
7) When will the offer document be available?
- DNP is expected to submit the offer document to the Austrian Takeover Commission within ten (10) exchange trading days after the announcement of its intention to launch the offer, i.e. by 27 May, unless the applicable statutory period is extended.
- After submission, the Austrian Takeover Commission will review the offer document. The offer document is generally expected to be published between the 12th and 15th exchange trading day after submission.
8) Where will the offer document be available?
- Subject to review by the Austrian Takeover Commission and provided that publication is not prohibited, the offer document and further information regarding the offer will be made available on the websites of DNP, AUSTRIACARD, the Austrian Takeover Commission and on Euronext Athens.
- The offer document will also be available free of charge in printed form at the registered office of Raiffeisen Bank International AG, Am Stadtpark 9, 1030 Vienna, during regular business hours. Raiffeisen Bank International AG will act as payment and settlement agent.
9) How long will the initial acceptance period be?
- The exact dates will be set out in the offer document.
- DNP has indicated that the initial acceptance period is intended to commence in mid-June 2026 and to expire between early July and late August 2026, corresponding to a four- to ten-week initial acceptance period.
10) Will there be an additional acceptance period?
- According to the Austrian Takeover Act, if the minimum acceptance condition of 75% is achieved at the end of the initial acceptance period, an additional acceptance period of three (3) months will be provided.
- The exact dates will be set out in the offer document.
11) What are the main conditions to the offer?
- Based on the announcements, the offer is expected to be subject to customary conditions, including
i. a minimum acceptance condition of 75% of AUSTRIACARD’s issued shares;
ii. receipt of required foreign direct investment clearances;
iii. receipt of required merger control clearances; and
iv. other conditions customary for transactions of this nature. - The final terms and conditions of the Offer will be set out exclusively in the formal offer document.
12) Has the Company’s largest shareholder and / or the management team agreed to accept the offer?
- Yes. Mr. Nikolaos Lykos, who holds approximately 74.6% of AUSTRIACARD’s share capital and voting rights, has entered into an irrevocable undertaking to accept the offer in respect of all of his AUSTRIACARD shares.
- Additionally, the members of AUSTRIACARD’s Management Board who hold AUSTRIACARD shares intend to accept the offer during the initial acceptance period, subject to the review of the offer document.
13) What regulatory approvals are expected to be required?
- While the final conditions will be set out in the offer document, DNP has stated that the offer will be subject to foreign direct investment clearances in Austria, Greece and Romania, as well as merger control clearances in Austria, Germany and Turkey.
- DNP has also stated that it intends to commence the offer regardless of whether those clearances have already been obtained, but settlement will not occur until all required FDI and merger control clearances have been completed.
14) When is completion expected?
- Subject to publication of the offer document and satisfaction of the applicable offer conditions, completion of the intended transaction is expected in the fourth quarter of 2026 (Q4 2026).
15) How will settlement work?
- DNP has stated that, even if the minimum acceptance threshold of 75% has been met, settlement will be completed only once the required foreign direct investment and merger control clearances have been obtained.
- The detailed settlement procedure will be described in the formal offer document.
16) How can shareholders accept the offer?
- The formal offer document will contain the detailed procedure for accepting the offer, including the relevant forms, deadlines, settlement process and instructions to custodian banks or financial intermediaries.
- Shareholders should contact their custodian bank or financial intermediary once the offer document has been published.
17) Will AUSTRIACARD’s Management and Supervisory Boards publish a formal statement on the offer?
- Yes. Under the Austrian Takeover Act, both the Management Board and the Supervisory Board of the target company are required to publish reasoned statements on the offer after publication of the offer document.
- The reasoned statements must assess, among other things, whether the consideration and other terms take adequate account of the interests of shareholders and other security holders, as well as the probable effects of the offer on the company, employees, creditors and the public interest.
18) When will the Management Board and Supervisory Board publish their reasoned statements?
- The Austrian Takeover Act provides that both the Management Board and the Supervisory Board must publish their reasoned statements, together with the report of the independent expert, within ten (10) exchange trading days of publication of the offer document.
- The reasoned statements will be made available to the shareholders on the websites of DNP, AUSTRIACARD, the Austrian Takeover Commission and on Euronext Athens.
19) Will there be a delisting or squeeze-out?
- The formal offer document is expected to address these matters. DNP has announced its intention to launch the Offer aimed at acquiring all AUSTRIACARD outstanding shares. DNP’s objective is to achieve the highest possible level of shareholder acceptance.